1 INTRODUCTION 10 3 MANAGEMENT BOARD PROPERTIZE 17

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3 TABLE OF CONTENTS PROPERTIZE IN BRIEF 1 INTRODUCTION 10 2 THE NATIONALISATION OF PROPERTIZE Nationalisation Pro-forma balance sheet Status 403-declaration, bank license and fiscal unity The Propertize shares NLFI 16 3 MANAGEMENT BOARD PROPERTIZE 17 REPORT OF THE MANAGEMENT BOARD 4 STRATEGY AND OUTLOOK Overall strategy and ambition Strategy update Outlook RISK, CAPITAL MANAGEMENT & ALM AND FUNDING Risk and capital management Financial risks Capital management Non-financial risks New regulations and their implementation Developments in the risk management organisation Funding and credit ratings 26 6 FINANCIAL OUTLINES AND DEVELOPMENT PROPERTIZE 27 7 HUMAN RESOURCE MANAGEMENT (HRM) 29 REPORT OF THE SUPERVISORY BOARD 8 REPORT OF THE SUPERVISORY BOARD Themes Important subjects and discussions Composition and functioning of the Supervisory Board Cooperation Employees Composition of the Management Board Meetings of the Supervisory Board Most important subjects Presence of the Management Board Presence of the external auditor Meetings of committees Audit & Risk Committee (ARC) Nomination Committee (NC) 38 PROPERTIZE ANNUAL REPORT

4 8.5 Annual financial statements Remuneration report Remuneration policy Management Board Remuneration of the Management Board Remuneration of the Supervisory Board Closing words 41 CORPORATE GOVERNANCE 9 CORPORATE GOVERNANCE The Management Board Composition and functioning Responsibilities, curriculum vitae and other positions The Supervisory Board Composition, appointment and functioning Responsibilities, curriculum vitae and other positions Dutch Corporate Governance Code and Banking Code 46 FINANCIAL STATEMENTS 10 CONSOLIDATED FINANCIAL STATEMENTS Consolidated balance sheet Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated cash flow statement ACCOUNTING PRINCIPLES FOR THE CONSOLIDATED FINANCIAL STATEMENTS Adoption of the financial statements General information Going concern Basis of preparation Statement of IFRS compliance Changes in published Standards and Interpretations effective in Interpretations of existing standards or amendments to standards, not yet effective in Accounting principles used in the preparation of the financial statements Accounting principles applied to balance sheet items Functional currency and reporting currency Main accounting principles, estimates and assumptions The use of estimates and assumptions in the preparation of the financial statements Provision for impairment of loans and advances to customers Net realisable value of property projects Accounting principles used for consolidation Subsidiaries Associated companies and joint ventures Elimination of group transactions Foreign currencies Accounting based on transaction date and settlement date Offsetting of financial instruments Discontinued operations or assets held for sale Information by segment Specific balance sheet accounting principles Tangible assets 63 4 PROPERTIZE ANNUAL REPORT 2013

5 Loans and advances to customers Property projects Cash and cash equivalents Taxes Deferred tax assets and liabilities Current tax assets and liabilities Other receivables Other assets Equity Amounts due to banks Provisions Employee benefits Other provisions Other liabilities Specific statement of comprehensive income accounting principles Property finance loan portfolio Interest income Interest expenses Property projects The share in result of associates and joint ventures Result on financial instruments Other operating income Expenses Staff costs Depreciation and amortisation of fixed assets Service charge expenses & fee and commission / management expenses Other operating expenses Impairment charges Contingent liabilities and commitments Cash flow statement RISK MANAGEMENT AND ORGANISATION Risk management in transition Risk management organisation Framework for risk management Risk classification FINANCIAL RISKS Introduction Credit risk Credit risk overview Credit risk profile and credit risk management Credit risk Propertize Managing credit risk Propertize Credit risk loans and advances to customers Exposures to higher-risk Eurozone countries Market risk Managing market risk Price risk property projects Interest rate risk Sensitivity test for interest rate risk Effective interest rates Currency risk Liquidity risk 83 PROPERTIZE ANNUAL REPORT

6 14 FINANCIAL INSTRUMENTS Fair value of financial instruments Notes to the valuation of assets and liabilities Hierarchy in determining the fair value of assets and liabilities NON-FINANCIAL RISK MANAGEMENT Management of non-financial risks CAPITAL MANAGEMENT Going concern capital management Objectives Capital and solvency position NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Tangible fixed assets Investments in associates and joint ventures Property projects Loans and advances to customers Deferred tax assets and liabilities Other receivables Other assets Cash and cash equivalents Equity Provisions Specification provision for employee benefits Other provisions Amounts due to banks Other liabilities Off balance sheet commitments Contingent liabilities Operational lease commitments Legal proceedings Nationalisation Claims and legal cases Related Parties Positions and transactions between Propertize, associated companies and joint ventures Positions and transactions between Propertize and SNS Bank Positions and transactions between Propertize and the Dutch State / NLFI Positions and transactions with managers in key positions of Propertize Subsequent events Net interest income Property projects income Other income Staff costs Other operating expenses Impairment charges Taxation COMPANY FINANCIAL STATEMENTS Company balance sheet Company income statement Principles for the preparation of the company financial statements NOTES TO THE COMPANY FINANCIAL STATEMENTS PROPERTIZE ANNUAL REPORT 2013

7 19.1 Cash and cash equivalents Loans and advances to customers Subsidiaries Receivables from subsidiaries Receivables from affiliated companies Other receivables and Other assets Amounts due to group companies Amounts due to banks Other liabilities Provision investments in subsidiaries Equity Issued share capital OFF BALANCE SHEET COMMITMENTS Guarantees Other off balance sheet commitments RELATED PARTIES SUBSEQUENT EVENTS AUDIT FEES OVERVIEW OF PRINCIPAL SUBSIDIARIES 117 OTHER INFORMATION 25 OTHER INFORMATION Provision regarding profit or loss appropriation Independent auditor s report 120 PILLAR III REPORT 26 PILLAR III REPORT 124 PROPERTIZE ANNUAL REPORT

8 Propertize aims to add value to its real estate and property finance portfolio PROPERTIZE IN BRIEF

9 Fragment of New Babylon in The Hague, part of the real estate owned portfolio of Propertize

10 PROPERTIZE IN BRIEF REPORT OF THE MANAGEMENT BOARD REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE INTRODUCTION THE PAST YEAR WAS AN INTENSIVE ONE FOR PROPERTIZE, BEING LARGELY DEVOTED TO PREPARE FOR THE ORGANISATION S SPIN-OFF AND TO DEVELOP A STRATEGY DESIGNED TO RESULT IN THE COMPLETE WIND-DOWN OF ITS PROPERTY AND PROPERTY FINANCE PORTFOLIO IN THE COMING TEN YEARS. Until the nationalisation on 1 February 2013, SNS Property Finance (as of 1 January 2014 known as Propertize) was part of SNS Bank and therefore also of SNS REAAL. When SNS REAAL was nationalised, the Dutch Minister of Finance announced that an independent organisation would have to wind-down the property and property finance portfolio as cost-effectively and profitably as possible in the medium-term. After obtaining the approval of the European Commission on 19 December 2013, the spin-off became official as of 31 December Since that date, the shares in Propertize are held by Stichting Administratiekantoor Beheer Financiële Instellingen (NLFI), a Dutch State-controlled agency managing the shareholdings in a number of nationalised Dutch financial institutions. PROPERTIZE S SPECIAL ASSIGNMENT Propertize was set up with a time horizon of ten years, to give the organisation sufficient time to wind-down its portfolio as well as possible in order to obtain the highest possible proceeds for the Dutch State and ultimately the tax-payer at the lowest possible cost, while minimising the portfolio risk and the risk of claims and consequential losses. This period will create time and space to explore what is best for the property that Propertize owns or finances, and this in its turn will result in value creation as the portfolio is winding down. The wind-down must be conducted in a controlled, transparent and professional manner, with high ethical standards. Furthermore, Propertize is fully aware of the turbulent past and of the context in which commercial property and society s interests intersect. All this has led to the following mission: PROPERTIZE WILL WIND-DOWN ITS PORTFOLIO IN THE COMING TEN YEARS WITH INTEGRITY AND IN A CONTROLLED, TRANSPARENT AND PROFESSIONAL MANNER. A QUICK AND CONTROLLED WIND-DOWN FOR THE HIGHEST POSSIBLE PROCEEDS AT THE LOWEST POSSIBLE COSTS IS IN THE PUBLIC INTEREST. IN EXECUTING THIS TASK, PROPERTIZE WILL MINIMISE THE PORTFOLIO RISK AND THE RISK OF NEW CLAIMS AND CONSEQUENTIAL LOSSES. WE AIM TO ACHIEVE THIS AMBITION WITH A HIGH-QUALITY AND PROFESSIONAL TEAM. 10 PROPERTIZE ANNUAL REPORT 2013

11 FINANCIAL STATEMENTS OTHER INFORMATION PILLAR III REPORT PROPERTIZE S AMBITION The wind-down strategy which Propertize has developed and which commenced in 2014 immediately reflects our ambition. Our goal is not just to wind-down our portfolio within ten years with the right people and an efficient organisation, but Propertize also aims to add value to its property and property finance loans so that losses ultimately will be lower than the 2.8 billion of the Cushman & Wakefield valuation presently taken into account in the transfer value. Our ambition is therefore to repay the additional capital of 500 million which the Dutch State provided, and to manage without calling on the guarantees by the Dutch State. THE TURNAROUND IN 2013, BEFORE THE COMMENCEMENT OF 2014 This wind-down strategy as defined in 2013 and of which the execution started in 2014 is a major break with the past, when the principal object was in essence to wind-down the portfolio as quickly as possible in order to reduce the risk weighted assets (RWA reduction). Propertize is now tasked with winding-down the portfolio as favourably as possible, i.e. with the highest possible proceeds, the lowest possible costs and the lowest possible risks. In order to execute this special task going forward, Propertize has made a turnaround in For that reason, three considerations were high on the agenda in 2013: developing the new wind-down strategy, further reinforcing the organisation and its structure and filling in the posts which are necessary as an independent organisation for successfully phasing-out in the coming years. Together with the expected recovery of the property markets, these are important pre-conditions for achieving our wind-down strategy. (I) THE WIND-DOWN STRATEGY IN MORE DETAIL The formulated wind-down strategy is based on a bottom-up and risk-based analysis of approximately 80% of the exposure which the organisation conducted internally in the second half of When executing this strategy, Propertize will combine the optimisation of cash flows with picking well-timed exits and reducing risks. The cash flow will not only cover the operating costs, but also provide the opportunity for (restricted) investments in Propertize s own property and limited additional finance on existing loans, provided that these contribute to a further improvement of the cash flow and the expected exit values. Propertize is however ruling out project development and finance for new clients. In order to achieve maximum value, the portfolio has been broken down into three buckets: Healthy, Value Retention and Creation and Disposition. The property in each of these buckets has more or less the same profit-making potential. By proceeding in this way, Propertize can focus on optimising the cash flow from the portfolio in the coming ten years and utilise this period for reducing exposures, which will make well-timed exits possible. At the same time, good customer relation management and attention for the customer will be important for Propertize to achieve its special task. The shift in focus away from RWA-reduction leads to room to look at what is good for real estate. It is our conviction that this results in a better outcome for both Propertize and our customers. Healthy (23% of the net portfolio) In this category, Propertize will concentrate on client retention until the end of their term, also to cover our operating costs. These concern loans on which clients pay interest and make repayments and on which no losses on the outstanding balance are expected in the mediumterm. Loans can be extended if this will reduce risk and if it is for a period within the ten-year period granted to Propertize. Active portfolio management through account management and regular monitoring will improve the cash flow. PROPERTIZE ANNUAL REPORT

12 PROPERTIZE IN BRIEF REPORT OF THE MANAGEMENT BOARD REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE Value Retention and Creation (64% of the net portfolio) It may be possible to retain or create value on the assets in this category, which are mainly Dutch loans and property assets. Obviously, the cash flow and potential value must be higher than the costs of keeping the asset. Active asset management geared to the individual asset is essential for this. Existing loans can be increased or additional investments are possible if individual business cases are favourable. Disposition (13% of the net portfolio) In some cases there can be no conclusion other than that there is no scope for value creation and in that case it is best for Propertize to seek the quickest possible exit so that it can minimise its losses. After all, prolonged retention of such assets will only lead to an increase in losses. Minimising management costs, a systematic dismantling of legal structures and restricting the risk of new claims have greater priority in that case. (II) THE ORGANISATION Aside from the strategy, a lot of attention has been devoted to the continued development of the organisation and its structure. It is important that Propertize can keep the reins on the portfolio and can safeguard the quality of its work. This is now possible as a result of the reinforcement of the administrative organisation and the internal control system. Propertize has also made a conscious decision to outsource certain activities, such as some of our IT. There will be constant attention for maintaining the quality of the organisation in the coming years. Special attention has gone out and will go out to the integrity of the organisation and its employees. After the developments at the end of 2012 and the begin of 2013, Propertize is more than aware of the importance of integrity to its special task. The focus on the quality and integrity of the organisation is reflected more and more within Propertize and our employees. (III) STAFF After my appointment as Chief Executive Officer in June, and Reinout van Riel as Chief Restructuring Officer in July (now: Chief Portfolio Officer), together with Jack Mondt as Chief Finance & Risk Officer, Propertize s Management Board is now complete. Other key positions within Propertize have now been filled and new staff have started work in a range of positions. During 2013, both existing and new employees have done their utmost for the organisation, despite all the attention and turmoil up to and after the nationalisation and from other developments. The effort by our employees has contributed considerably to the foundation for Propertize to fulfill its special task over the coming years. A word of thanks on behalf of the Management Board is therefore well deserved. The interest in a job within Propertize was and is considerable. The labour market campaign under the slogan Steep learning curve aimed at young professionals with 3-5 years experience played an important part in this. This campaign clearly defined the type of organisation Propertize wants to be in the coming ten years and what type of people it is looking for. In total, the number of internal staff increased to 109 FTE. An important factor in the growth of the number of staff was the fact that, as a result of the spin-off, Propertize itself would again become responsible for staff departments such as Audit, Communications, IT, Legal and Risk Management (including ORM). In addition to this, the nature of the work has changed as a result of the extension of the wind-down period and the departure from the focus on RWA reduction. Finally, we aim to reduce the temporary filling of positions by external members of staff in favour of permanent staff; this way we can invest in the knowhow of our organisation and our staff. As from 2015, we expect the number of staff to decline gradually as a result of the wind-down of the portfolio. 12 PROPERTIZE ANNUAL REPORT 2013

13 FINANCIAL STATEMENTS OTHER INFORMATION PILLAR III REPORT FINANCE REQUIREMENTS In order to properly complete the wind-down strategy, it is important that Propertize has sufficient funding. That - very important - pre-condition was achieved in early 2014: within six weeks of the start of its funding programme Propertize had already raised the finance it needed in 2014, a total of 3.89 billion, by placing medium-term notes with a value of 2.6 billion and 1.29 billion in Euro Commercial Paper. Propertize used these funds to redeem all its loans from SNS Bank N.V. ( 4,054,900,000) as of 4 April Due to repayments and the reduction of its exposure, Propertize subsequently did not need to raise external funding for the full amount. By means of this funding we can execute our task within the financial boundaries laid down by the Dutch State: a capital injection of 500 million and a guarantee for a maximum of 4,054,900,000 for our funding programme. As a result Propertize expects that it will not need any further capital injection or additional guarantees. OUTLOOK The recovery of the real estate markets will eventually benefit the execution of Propertize s winddown strategy. On the whole, the number of transactions is increasing, although sometimes there is still question of considerable discounts. We see this as a vindication of the decisions we have made for Propertize s wind-down strategy. In our view this strategy will enable us to successfully complete our special assignment in the coming ten years: retaining and creating value within our portfolio in the interest of the Dutch tax-payer. Hans Copier Chief Executive Officer PROPERTIZE ANNUAL REPORT

14 PROPERTIZE IN BRIEF REPORT OF THE MANAGEMENT BOARD REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE 2 THE NATIONALISATION OF PROPERTIZE 2.1 NATIONALISATION As an independent organisation Propertize focuses on winding-down its portfolio of property and property finance loans, for which it has been given a period of ten years, starting from the spin-off on 31 December This special assignment is a result of the nationalisation of SNS REAAL N.V. (SNS REAAL) on 1 February 2013, when the Dutch Minister of Finance announced that the SNS REAAL property and property finance portfolio would be separated and placed in an independent organisation. Propertize prepared itself for the spin-off in the course of 2013 in collaboration with SNS REAAL. An important priority was providing a structure for the staff and supporting departments (such as IT) within Propertize, because after the spin-off Propertize could no longer rely on the clustering of these activities within SNS REAAL. SNS REAAL will continue to provide support for a limited period in a number of areas on the basis of service level agreements and a conscious decision to outsource certain other activities has been made. The spin-off of Propertize s activities related to the portfolio of property and property finance loans is part of the restructuring plan which the Ministry of Finance submitted to the European Commission (EC) on 19 August 2013 and which was approved by the EC on 19 December On 24 December 2013, the Dutch central bank (De Nederlandsche Bank / DNB) issued a Certificate of No Objection for the spin-off of the property activities and on 31 December 2013, SNS Bank N.V. (SNS Bank) transferred the shares in the organisation to the State. That same day, the State subsequently transferred the shares to the foundation Administratiekantoor Beheer Financiële Instellingen (NLFI), the holding entity for the shareholdings of the Dutch State in a number of nationalised financial institutions, and NLFI subsequently became 100% shareholder. The company started operating under the name of Propertize B.V. (Propertize) as of 1 January The European Commission agreed with the SNS REAAL restructuring plan on 19 December According to the plan, SNS Bank should dispose of SNS Property Finance in order to allow for a stand-alone and proper wind-down of the property and property finance portfolio. The transfer value of the portfolio was determined by the Ministry of Finance, based on calculations of Cushman & Wakefield, at 2.8 billion below the book value as at 30 June Since then, the book value of the portfolio reduced to 5,726 million, representing a 1,833 million decline in value (incurred loss basis). For the net amount of the difference between the transfer value and the losses incurred (which amounted gross 967 million), the capital of Propertize was strengthened by 725 million (net) prior to the transfer on 31 December Table 1: Follow-up impairments on the portfolio (pre-tax) (In millions) Result Balance Cushman & Wakefield ,800 Impairments and discounts HY (776) Impairments and discounts FY-2013 (1,057) Remaining value (1,833) 967 After the transfer the Dutch State paid 500 million in share premium into Propertize s shareholders equity. 400 million of these liquidities were then used to redeem SNS Bank s funding, of which 4,054,900,000 was still outstanding at the end of In order to also repay the remaining outstanding amount to SNS Bank as quickly as possible, Propertize executed a funding programme for a maximum of 4,054,900,000 starting in February Within six weeks of the commencement of the programme the new external finance had been raised. The Dutch State had issued a guarantee for this full amount. 14 PROPERTIZE ANNUAL REPORT 2013

15 FINANCIAL STATEMENTS OTHER INFORMATION PILLAR III REPORT 2.2 PRO-FORMA BALANCE SHEET The following balance sheet shows the pro-forma consolidated balance sheet at the end of The adjustment is the difference between the actual carrying amount of the portfolio and the transfer value as at 30 June Table 2: Consolidated balance sheet Actual Adjustment Pro forma (In millions) Assets Tangible assets 2 2 Investments in associates 2 2 Property projects Loans and advances to customers 4,916 (967) 3,949 Deferred tax assets 9 9 Other receivables Other assets Cash and cash equivalents Total assets 6,057 (967) 5,090 Equity and liabilities Share capital and share premium reserve 3,117 3,117 Other reserves (1,068) (1,068) Retained earnings (823) (725) (1,548) Total equity 1,226 (725) 501 Other provisions Deferred tax liabilities 249 (242) 7 Amounts due to banks 4,409 4,409 Corporate income tax 8 8 Other liabilities Total equity and liabilities 6,057 (967) 5,090 The adjustment at year-end 2013 of 967 million reflects the expected losses as per that date on both property projects and loans and advances that were taken into account to determine the transfer value as at 30 June If these will actually materialize in future reporting periods the losses will be accounted for in future reporting periods. However this hypothetical split cannot be made on the actual figures, because there s no split of the expected losses to property projects and loans and advances to customers. 2.3 STATUS 403-DECLARATION, BANK LICENSE AND FISCAL UNITY On 31 December 2013, SNS REAAL NV and SNS Bank NV withdrew their guarantees as referred to in Book 2, Section 403 of the Dutch Civil Code for SNS Property Finance BV (per 1 January 2014 renamed to Propertize BV) and its subsidiaries BPF Onroerend Goed Lease en Financieringen BV, De Haarlemsche Maatschappij voor Hypothecaire Financiering BV, SNSPF Financiering Participaties BV (per 1 January 2014 renamed as PRPZ Financiering Participaties BV) and SNSPF Interim Finance BV (per 1 January 2014 renamed as PRPZ Interim Finance BV). As of that date SNS REAAL NV and SNS Bank NV are no longer jointly and severally liable for the obligations of these companies resulting from legal acts (rechtshandelingen) executed by them. These withdrawals have been registered with the Dutch Chamber of Commerce and have been published in the Staatscourant. SNS Bank NV issued separate guarantees to a number of counterparties of Propertize in the past. Following the withdrawal of the 403 declarations and termination of the remaining commitments arising from the 403 declarations, these guarantees will remain in place. PROPERTIZE ANNUAL REPORT

16 PROPERTIZE IN BRIEF REPORT OF THE MANAGEMENT BOARD REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE As was the case in previous years, during 2013 Propertize was supervised by the Nederlandsche Bank (Dutch National Bank or DNB). In anticipation of its separation of SNS Bank N.V. Propertize engaged in constructive dialogue with his stakeholders, including DNB, to develop a sustainable regulatory framework. In view of his unique situation Propertize is in need of a tailor-made framework. Accordingly, Propertize will file an application with DNB to withdraw its banklicense, after the adoption of these financial statements. Following Propertize s application, DNB is expected to agree to withdraw Propertize s bank license, whilst simultaneously instructing Propertize to wind-down its remaining activities and operations in accordance with the provisions of section 1:104 paragraph 3 of the Dutch Financial Supervision Act. DNB will impose several conditions and instructions on Propertize, all aimed at ensuring that such winding-down takes place in an integer and controlled way for as long as the wind-down operations shall last, in accordance with (i) applicable laws and regulations, (ii) instructions previously provided by DNB, and (iii) the working arrangements provided by NLFI. The DNB instruction to wind-down Propertize s activities pursuant to aforementioned section 1:104 paragraph 3 of the Dutch Financial Supervision Act, ensures a tailor made DNB supervisory regime regarding Propertize s wind-down activities, enabling Propertize to wind-down its activities as currently contemplated. With the transfer of the shares of SNS Property Finance, the fiscal unity with SNS REAAL was ended. As from 31 December 2013, Propertize BV, together with a major part of its Dutch subsidiaries, constitutes a fiscal unity for corporate income tax. For VAT purposes the fiscal unity started on 1 January All companies within the Dutch fiscal unity are jointly and severally liable for corporate income tax debts and VAT debts stemming from the fiscal unity. Up until the time of separation on 31 December 2013, Property Finance was part of the fiscal unity of SNS REAAL. Based on the advanced tax ruling with the Dutch Tax Authority, it was determined that the reduction in value of the portfolio ( 2.8 billion) that was used for its transfer, is directly and fully recognised for tax purposes. All financial relationships associated with tax between Property Finance and SNS REAAL were settled at year-end THE PROPERTIZE SHARES On 31 December 2013 SNS Bank NV transferred the shares in SNS Property Finance BV to the Dutch State. The Dutch State transferred these shares to NLFI. NLFI issued exchangeable depositary receipts for shares to the Dutch State in return for acquiring and holding, in its own name, the share capital in SNS Property Finance BV. The number of authorised share capital (250,000) was reduced to 50,003 end of 2013, the same as the number of issued and paid up shares. The nominal value of the shares, originally 50, was reduced to 1. As the reduction did not involve a return to the shareholders, the value was transferred to the share premium reserve. The number of shares outstanding (50,003) remained unchanged in For more information on the number of shares and nominal value, please refer to section Issued share capital. Dividend In view of the net loss, the Management Board has resolved, with the approval of the Supervisory Board, to pass over the dividend for Key dates in 2014 The General Meeting of Shareholders was held on 26 June NLFI As from 31 December 2013, NLFI is the sole shareholder of Propertize. NLFI is by law responsible for the management of interest of the State in Propertize. NLFI is publicly accountable for this 16 PROPERTIZE ANNUAL REPORT 2013

17 FINANCIAL STATEMENTS OTHER INFORMATION PILLAR III REPORT statutory duty. To fulfil this task, NLFI has made arrangements with Propertize regarding its governance. These arrangements have been laid down in a draft Memorandum of Understanding (MoU) which is expected to be signed after the adoption of these financial statements. Amongst other things, the MoU describes that Propertize has to comply with the Dutch Corporate Governance Code, the way members of the Management Board and Supervisory Board are appointed, and the way NLFI shall be informed about decisions of the Management Board. 3 MANAGEMENT BOARD PROPERTIZE Hans Copier, chairman of the Management Board (CEO) Hans Copier (1957) has been chairman of the Management Board since June In addition he is responsible for the staff departments Strategy & Special Projects, Internal Audit, Communications, Legal & Compliance, HR and Facility Services. Jack Mondt, Chief Financial & Risk Officer (CFRO) Jack Mondt (1959) has been Chief Financial & Risk Officer of the Management Board since March Additionally he is responsible for the departments Risk Management, Provisions & Appraisals, Finance & Control, Business Control, Treasury, Tax and Operations & IT. Reinout van Riel, Chief Portfolio Officer (CPO) Reinout van Riel (1970) has been member of the Management Board since July As Chief Portfolio Officer he is responsible for all the business assets of Propertize which are handled in the departments Loan Management, Restructuring & Recovery, Asset Management and Contract & Business Support. Abridged CVs and additional positions of the Management Board members can be found in section of this annual report. PROPERTIZE ANNUAL REPORT

18 The past year was largely devoted to laying the foundations for Propertize REPORT OF THE MANAGEMENT BOARD

19 Fragment of Belval Plaza, Luxembourg, part of the real estate owned portfolio of Propertize

20 PROPERTIZE IN BRIEF REPORT OF THE MANAGEMENT BOARD REPORT OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE REPORT OF THE MANAGEMENT BOARD 4 STRATEGY AND OUTLOOK 4.1 OVERALL STRATEGY AND AMBITION Propertize will wind-down its portfolio over a period of ten years, with integrity and in a controlled, transparent and professional manner. Within this assignment, its strategic objective is to ensure maximum proceeds from the portfolio with the lowest possible risks and the lowest possible costs. Propertize s risk profile is expected to entail that the Dutch State will not need to provide extra capital or guarantees and, upon the completion of the wind-down, Propertize furthermore expects to be able to repay the 500 million which the State made available as shareholders equity. Important pre-conditions for realising this strategy are the recovery of the property and property finance markets and the build-up and retention of a high-quality organisation. Our ambition During the wind-down, Propertize will focus on adding value to the underlying property. This includes reducing the risks of new claims and consequential losses. Propertize s ambition is to achieve lower losses than the Cushman & Wakefield valuation that led to a 2.8 billion portfolio value reduction. During the wind-down, operating costs will be compensated by (interest) income and other proceeds, so that Propertize will be self-supporting. Achieving maximum proceeds Optimising cash flow, picking well-timed exits and reducing risks are designed to ensure maximum proceeds for Propertize. Propertize aims to maintain and / or improve its clients cash flow and, as long as cash continues to flow, Propertize can use the regular repayments to reduce its exposure. Propertize has the mandate to use this cash flow to invest in its own property and also to provide additional finance to existing clients, provided that this is necessary to optimise the cash flow and improve the expected exit value. Propertize is ruling out project development and finance for new clients. With the ten-year wind-down period, Propertize anticipates that the markets will recover, allowing the company to pick the best time for an exit, i.e. at the point at which the real estate market picks up and the financing or re-financing possibilities improve. Propertize aims to sell off assets to which it can add no value immediately, or after foreclosure. The segmentation of the portfolio In undertaking its wind-down strategy, Propertize has broken its portfolio down into three buckets: Healthy, Value Retention and Creation and Disposition. Healthy (23% of the net portfolio) Our strategy for assets on which clients are paying interest and making repayments, and for which no losses are expected on the outstanding balance in the medium-term, is geared to retaining clients until the end of the term and covering our operating costs. When risk reduction is possible, it may even be possible to grant an extension, provided that this is within the period stipulated in the shareholder s mandate. Cash flow will be further optimised as a result of active portfolio management by focusing on account management and by monitoring the underlying cash flow. Value creation can also result from standardising and streamlining data and documentation. 20 PROPERTIZE ANNUAL REPORT 2013